Walker Digital Holdings, LLC and GlobalOptions Group, Inc. Announce Decision
to Merge, Forming New Company
*New company looks to increase returns on Walker Digital patent portfolio
and launch a digital market-based patent licensing platform to address
inefficiencies in the current patent licensing system
*Priceline.com founder and noted inventor and business developer Jay Walker
to be Executive Chairman
*New Company to be called Patent Properties, Inc.
NEW YORK & STAMFORD, Conn. -- July 15, 2013
GlobalOptions Group, Inc. (“GlobalOptions”) (OTC BB: GLOI) and Walker Digital
Holdings, LLC, a newly formed, wholly-owned subsidiary of Walker Digital, LLC
(“Walker Digital”), announced today that they have entered into an agreement
to merge. GlobalOptions will then include the patent portfolio created by
Walker Digital, the research and development lab led by renowned inventor and
entrepreneur Jay Walker. The transaction is expected to close in the third
quarter of 2013. Following the close of the transaction, GlobalOptions intends
to seek to change its name to Patent Properties, Inc.
Mr. Walker will serve as Executive Chairman of the Board of Directors of the
combined company, while current Walker Digital Chief Executive Officer Jon
Ellenthal will serve as the Company’s Chief Executive Officer.
“Over the past 20 years, Walker Digital has focused on inventing solutions to
large-scale problems for businesses and consumers and then successfully
monetizing a number of our inventions and intellectual property through a
multi-pronged strategy of commercialization, partnership and enforcement,”
said Mr. Walker. “This transaction will enhance our ability to continue to
achieve returns on our current and future patent portfolio and to develop new
“In addition to providing the company with a reliable source of capital, this
transaction will also enable the company to accelerate the commercialization
of a new digitally-driven business system for patent licensing currently under
development that will address the significant inefficiencies in the
multi-billion dollar patent licensing market,” said Mr. Ellenthal.
“Our newly proposed business, the Automated System for Patents and Tech
Transfer (ASPATT), represents a unique opportunity for inventors and patent
users, here in the U.S. and globally, to find common ground through a
functioning marketplace for patent licensing,” added Mr. Walker. “We are
acutely aware of the dysfunction in the current patent system from both an
inventor and user perspective. Given our vast experience and track record in
innovation, we are well positioned to create a solution to improve the patent
licensing system through the use of proprietary software and ‘Big Data’
analytical tools, creating significant value for all parties in the process.”
“We have been reviewing various acquisition opportunities for the past couple
of years as we looked to make the proper choice to increase shareholder
value,” said Harvey Schiller, Chairman and CEO of GlobalOptions. “The ability
to partner with one of the great minds of the digital age in Jay Walker, who
through priceline.com, Synapse and other commercial ventures has created
immense shareholder value, was an easy decision. We are confident that Patent
Properties will provide long-term value for our shareholders.”
Overview of the Company
GlobalOptions, anticipated to be re-named Patent Properties, Inc., intends to
develop and commercialize the patent and other intellectual property assets
created by Walker Digital, LLC, the research and development lab founded and
led byinternationally recognized inventor and entrepreneur Jay Walker. Mr.
Walker, best known as the founder ofpriceline.com, has twice been named by
TIME magazine as “one of the top 50 business leaders of the digital age” and
currently ranks as the world’s 11^th most patented living individual, based on
U.S. patent issuances.
Beginning in 1994, Walker Digital set out to create and commercialize entirely
new business solutions that unlock unrealized value for consumers and
businesses by developing intellectual property to solve enormous and complex
problems in multiple industries located at the intersection of human behavior
and large-scale digital networks. Over the past 20 years, Walker Digital has
assembled a team of leading experts and invested tens of millions of dollars
to create what is now a broadand growingportfolio of inventions. All of the
patents to be owned by Patent Properties, Inc. were developed internally by
Walker Digital, with Jay Walker as the lead inventor named on almost all
After closing, the Company, anticipated to be re-named Patent Properties Inc.,
will consist of the current, wholly-owned patent and other intellectual
property assets of Walker Digital, which include 377 granted patents, 94
pending patent applications, intellectual property in development, a de-novo
patent licensing business (ASPATT), and 19 active litigation matters. The
Company expects to grow its intellectual property portfolio over time as Mr.
Walker and team further invent and file new patent applications.
The Company intends to continue Walker Digital’s proven, multi-pronged
monetization strategy to derive increased value from its intellectual
property, which includes:
*Commercialization – Mr. Walker and Walker Digital have launched several
operating companies - most notably priceline.com and Synapse – to
commercialize inventions in various sectors. These companies have
collectively served tens of millions of consumers, generated billions in
revenue and market value, and created thousands of new jobs. Following
closing, Patent Properties will seek to independently commercialize its
intellectual property through the creation of de novo businesses. The
primary current example of this is the Company’s plan to develop and bring
to market ASPATT, a new business system for patent licensing.
*Partnership – Walker Digital formed a number of strategic partnerships
with companies to commercialize its innovations. Since 2006, these efforts
generated more than $100 million in revenues and third-party investments.
In certain cases, Patent Properties may determine that a third party would
be more capable of and deliver greater value by taking the operational
lead and bringing its inventive solutions to the marketplace.
*Enforcement – Having invested 20 years and tens of millions of dollars in
developing its intellectual property, much of which was granted patent
protection, the Company will protect and enforce its intellectual property
rights through litigation and licensing activities, where appropriate.
Since April 2011, Walker Digital filed 42 patent infringement lawsuits
against 187 defendants involving 47 patents. To date, these efforts have
resulted in over $60 million in gross revenue, settlement income and
patent sales proceeds. Presently, 19 litigation matters remain pending in
U.S. District Court in Delaware. The Company will continue to protect
other patents in its portfolio.
The Company is currently in the process of developing ASPATT, an entirely new
digitally-driven business system to establish a patent licensing platform.
Although the Company has not yet completed development and commercialization
of ASPATT and while no assurances may be given that it will be completed and
create value for the Company, it believes that patent licensing is a large
market characterized by significant price inefficiency and discontinuity
between the participating parties. The Company believes an innovative,
digitally-driven business system could create significant value for all
participants, including Inventors/Patent Owners/Licensors and Patent
Users/Licensees. It is a problem that the Company is uniquely positioned to
solve given its leadership’s track record of innovation, first-hand experience
in intellectual property licensing and monetization, and long-term
relationships with large corporations, research institutions, universities,
inventors and others that will form the ecosystem of the business being built.
Patent Properties’ solution, initially developed by Walker Digital, will rely
on proprietary software and “Big Data” analytical tools that have only
recently become available and affordable.
Additional information regarding Patent Properties can be found at
On July 11, 2013, GlobalOptions and Walker Digital Holdings, LLC entered into
a merger agreement setting out, among other things, the terms under which the
proposed merger transaction will be undertaken. Under the transaction, all of
the outstanding membership interests of Walker Digital Holdings, LLC will be
exchanged for shares of GlobalOptions common stock and shares of a new Series
B Preferred Stock of GlobalOptions, resulting in Walker Digital receiving
approximately 70.79% of the economic interest and not less than 80% of the
voting interest in GlobalOptions. The shares of common stock to be received by
Walker Digital will be subject to lock-up agreements whereby such shares
cannot be sold or transferred for a period of one year following closing.
Walker Digital may also receive an additional 2,166,667 shares subject to
certain performance conditions.
The transaction has been unanimously approved by all attending members of the
Board of Directors of GlobalOptions with Dr. Schiller abstaining. Following
the closing, all members of GlobalOptions’ Board of Directors, other than Dr.
Schiller, will resign. GlobalOptions’ financial advisor is Broadband Capital
Management; Walker Digital’s legal counsel is Robinson & Cole LLP and
GlobalOptions’ legal counsel is Olshan Frome Wolosky LLP.
Details regarding these and other terms of the transaction are set out in the
merger agreement, which will be available on the SEC website at www.sec.gov.
Cautionary Statement on Forward-Looking Items
All statements, other than statements of historical fact, contained in this
news release, including any information as to the future financial or
operating performance of GlobalOptions or Walker Digital, constitute
"forward-looking information" or "forward-looking statements" within the
meaning of certain securities laws, and are based on the expectations,
estimates and projections of management as of the date of this news release
unless otherwise stated.
Forward-looking statements are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by GlobalOptions and Walker
Digital as of the date of such statements, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. The estimates and assumptions of GlobalOptions and Walker
Digital contained in this news release, which may prove to be incorrect,
include, but are not limited to, the various assumptions set forth herein as
well as: (1) that the proposed transaction will be completed in accordance
with the terms and conditions of the merger agreement; (2) the accuracy of
management’s assessment of the effects of the successful completion of the
proposed transaction; (3) the trading price of GlobalOptions’ common shares;
and (4) there being no significant disruptions affecting GlobalOptions’ or
Walker Digital’s operations, whether due to labour disruptions, supply
disruptions, power disruptions, damage to equipment or otherwise.
The forward-looking information set forth in this news release is subject to
various risks and other factors which could cause actual results to differ
materially from those expressed or implied in the forward looking information,
including the risk that the proposed merger transaction will not be completed
for any reason. GlobalOptions and Walker Digital disclaim any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise, or to explain any
material difference between subsequent actual events and such forward-looking
statements, except to the extent required by applicable law.
Where “GlobalOptions” or “Walker Digital” appears in this news release, it
means GlobalOptions or Walker Digital as applicable and/or their respective
subsidiaries, as may be applicable.
This news release does not constitute an offer of any securities for sale.
About Walker Digital Holdings, LLC
Walker Digital Holdings, LLC is a wholly-owned subsidiary of Walker Digital,
LLC, newly formed for the purposes of completing the merger with GlobalOptions
Group. Walker Digital is a privately held research and development lab led by
internationally recognized inventor and entrepreneur Jay Walker. Mr. Walker is
best known as the founder of priceline.com and has twice been named by TIME
magazine as “one of the top 50 business leaders of the digital age.” Walker
Digital’s mission is to use the tools of the digital age to create business
systems that unlock extraordinary value for consumers and businesses. Since
our founding in the early 1990s, we have been thinking about a world defined
by universal computing, unlimited bandwidth and continuous network access.
What we do at Walker Digital is ask, “How can we reinvent businesses given
About GlobalOptions Group, Inc.
GlobalOptions Group previously provided risk mitigation and management
services, including forensic DNA analysis, proprietary DNA collection
products, and related research services to law enforcement agencies, federal
and state governments, crime laboratories and disaster management
organizations. Starting in late 2010, GlobalOptions sold its operating
businesses and in 2012, changed the primary focus of its efforts from winding
down the Company to affirmatively pursuing an acquisition strategy in order to
provide enhanced shareholder value.
Investor Contact for GlobalOptions:
Lippert/Heilshorn & Associates
John Heilshorn, 212-838-3777
Investor Contact for Walker Digital:
Don Duffy, 203-682-8215
Michael Fox, 203-682-8218
Alecia Pulman, 203-682-8224
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